CONTINUING CONNECTED TRANSACTIONS PROVISION OF EMPLOYEE INSURANCE TO ANT GROUP AND ITS SUBSIDIARIES

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.众安在线财产保险股份有限公司 ZHONGAN ONLINE P & C INSURANCE CO. LTD.* (A joint stock limited company incorporated in the People’s Republic of China with limited liability and carrying on business in Hong Kong as “ZA Online Fintech P & C”) (Stock Code: 6060) CONTINUING CONNECTED TRANSACTIONS PROVISION OF EMPLOYEE INSURANCE TO ANT GROUP AND ITS SUBSIDIARIES On July 1 2024 the Company and Alipay Hangzhou entered into the Employee Insurance Agreements pursuant to which Alipay Hangzhou will purchase protection related insurance and comprehensive medical insurance products from the Company to provide to employees of Ant Group and its subsidiaries as well as their immediate family members (the “Insured Persons”).LISTING RULES IMPLICATIONS As at the date of this announcement Ant Group is a substantial shareholder of the Company under the Listing Rules. Ant Group and its subsidiaries are therefore connected persons of the Company under Chapter 14A of the Listing Rules. As a result the transactions contemplated under the Employee Insurance Agreements constitute continuing connected transactions of the Company.As one or more of the applicable percentage ratios calculated with reference to Rule 14.07 of the Listing Rules in respect of the transactions contemplated under the Employee Insurance Agreements exceeds 0.1% but all are less than 5% such transactions are subject to the reporting and announcement requirements but are exempt from the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. ? 1 ?On July 1 2024 the Company and Alipay Hangzhou entered into the Employee Insurance Agreements pursuant to which Alipay Hangzhou will purchase protection related insurance and comprehensive medical insurance products from the Company to provide to the Insured Persons. Details of the Employee Insurance Agreements are set out below.EMPLOYEE INSURANCE AGREEMENTS Date July 1 2024 Parties (i) the Company; and (ii) Alipay Hangzhou Term One year commencing from July 1 2024 Subject Matter Pursuant to the Employee Insurance Agreements Alipay Hangzhou will purchase protection related insurance and comprehensive medical insurance products (covering among others accidental disability insurance accidental death insurance disease-related death insurance disease-related disability insurance major disease insurance medical insurance accidental medical insurance and/or traffic accident insurance) from the Company to provide to the Insured Persons.Payment Term In respect of the annual premium payment Alipay Hangzhou shall make the payment to the Company in two installments covering the premium payable for the relevant half-year period in July 2024 and January 2025. After the end of the policy year the final premium will be adjusted and settled accordingly.? 2 ?Pricing Policies The premiums to be received by the Company will be based on the type of insurance products purchased by Alipay Hangzhou for the Insured Persons the age health capacity and seniority of the Insured Persons and the total number of persons who have purchased the corresponding insurance policies. The premiums received by the Company shall be comparable to those paid by independent third parties for similar types of insurance products or to the prevailing market prices. For pricing of the premiums the Company takes into account the risk portfolio of the product itself the historical claim settlement data of the Insured Persons the product expense ratio and market competitive prices. Members of the Company’s business management department have conducted market analysis and various other procedures to determine the terms of the insurance products including premium pricing and product terms. These premium prices must conform with the terms and regulations set by the Company and be approved by other relevant departments such as the Company’s actuary department and the operation management centre. The policy terms and premium rates schedules are either approved by or filed with the National Financial Regulatory Administration.Historical Transaction Amounts For the year ended December 31 2023 and the six months ended June 30 2024 the total premium paid by Ant Group and its subsidiaries to the Company for the provision of protection related and comprehensive medical insurance products by the Company under the previous employee insurance agreements were approximately RMB22.80 million and RMB20.89 million.Annual Caps The annual caps for the Employee Insurance Agreements for the year ending December 31 2024 and six months ending June 30 2025 are RMB57.50 million and RMB31.75 million respectively.Basis of Annual Caps The Annual Caps were determined principally with reference to the following factors: (i) the total premium received by the Company for the provision of protection related and comprehensive medical insurance products under the previous employee insurance agreements (details of which are set out in the section headed “Historical Transaction Amounts” in this announcement); and ? 3 ?(ii) the premium expected to be paid to the Company by Alipay Hangzhou based on the rates of insurance products as agreed in the Employee Insurance Agreements which is mainly estimated based on the number seniority duration of office of the employees covered during the policy period as well as the insurance package they have chosen.Reasons for and Benefits of the Employee Insurance Agreements The Company is one of only four companies with an online insurance license in the PRC and it is in the ordinary course of the Company’s business to provide different types of insurance products to a wide range of clients. This includes corporate clients that purchase insurance plans for their employees. It is beneficial to the Company to provide these insurance products to large corporations that have a large number of employees such as Ant Group.We provide a wide range of insurance products in the ordinary and usual course of our business to Ant Group and its subsidiaries. Specifically Ant Group and its subsidiaries’ employees and their immediate family members purchase protection related insurance and comprehensive medical insurance products from us among others for which we will enter into insurance product agreements with them at arm’s length. The entering into of the Employee Insurance Agreements represents an affirmation by the contract party of the Company’s range of insurance products indicating the determination and confidence of the contract party to engage the Company for the provision of employee insurance products. The Company anticipates that the amount of insurance products provided to Ant Group and its subsidiaries will continue to increase and bring more revenue for the Group.Having taken into account the above reasons and benefits the Directors (including the independent non-executive Directors) consider that the terms of the Employee Insurance Agreements are fair and reasonable and the transactions contemplated thereunder are in the ordinary and usual course of business of the Group on normal commercial terms and in the interests of the Company and its shareholders as a whole.INFORMATION ON THE PARTIES The Company The Company is an online Insurtech company in the PRC and is principally engaged in the provision of insurance products and solutions in the context of four major ecosystems namely health digital lifestyle consumer finance and auto ecosystems.? 4 ?Ant Group and Alipay Hangzhou Ant Group Co. Ltd. (蚂蚁科技集团股份有限公司) is a joint stock limited company incorporated in the PRC on October 19 2000. It was formerly known as Ant Small and Micro Financial Services Group Co. Ltd# (浙江蚂蚁小微金融服务集团股份有限 公司) and as Zhejiang Alibaba E-Commerce Co. Ltd.# (浙江阿里巴巴电子商务有限 公司). Ant Group aims to create the infrastructure and platform to support the digital transformation of the service industry and strives to enable all consumers and small businesses to have equal access to financial and other services that are inclusive green and sustainable.As at the date of this announcement (i) approximately 33% of the issued shares in Ant Group are held by Taobao (China) Software Co. Ltd.# (淘宝(中国)软件有限公 司) an indirect wholly-owned subsidiary of Alibaba Group Holding Limited; (ii) Hangzhou Junhan Equity Investment Partnership (Limited Partnership) (杭州君瀚股 权投资合伙企业(有限合伙) (“Hangzhou Junhan”) and Hangzhou Junao Equity Investment Partnership (Limited Partnership) (杭州君澳股权投资合伙企业 (有限合伙) (“Hangzhou Junao”) hold approximately 31% and 22% of Ant Group’s total issued shares respectively. Hangzhou Xingtao Enterprise Management Consultancy Co. Ltd. (杭州星滔企业管理咨询有限公司) (“Hangzhou Xingtao”) is the executive partner and general partner of Hangzhou Junhan. Each of Mr. Ma Yun Mr. Cyril Xinyi Han Ms. Yu Zhang Mr. Chenli Huang and Ms. Yun Zhou holds 20% of the equity interests in Hangzhou Xingtao. Hangzhou Yunbo Investment Consultancy Co. Ltd. (杭州云铂投资咨询有限公司) (“Hangzhou Yunbo”) is the executive partner and general partner of Hangzhou Junao. Each of Mr. Jing Eric Xiandong Mr. Xiaofeng Shao Mr. Xingjun Ni Ms. Angel Zhao and Ms. Minzhi Wu holds a 20% equity interest in Hangzhou Yunbo; and (iii) the remaining approximately 14% of the issued shares in Ant Group is held by other minority shareholders).Provided that the ultimate beneficial owners of the major shareholders of Ant Group namely Alibaba Hangzhou Junhan and Hangzhou Junao have been disclosed above the Company is of the view that disclosing the ultimate beneficial owners in respect of the remaining shareholders would not provide material information to the Shareholders.Alipay Hangzhou being a limited liability company established under the laws of the PRC and a wholly-owned subsidiary of Ant Group operates Alipay app.? 5 ?LISTING RULES IMPLICATIONS As at the date of this announcement Ant Group is a substantial shareholder of the Company under the Listing Rules. Ant Group and its subsidiaries are therefore connected persons of the Company under Chapter 14A of the Listing Rules. As a result the transactions contemplated under the Employee Insurance Agreements constitute continuing connected transactions of the Company under the Listing Rules.As one or more of the applicable percentage ratios calculated with reference to Rule 14.07 of the Listing Rules in respect of the transactions contemplated under the Employee Insurance Agreements exceeds 0.1% but all are less than 5% such transactions are subject to the reporting and announcement requirements but are exempt from the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. None of the Directors has any material interest in the transactions contemplated under the Employee Insurance Agreements and none of them was required to abstain from voting on the relevant Board resolutions.DEFINITIONS In this announcement unless the context otherwise requires the following terms shall have the meanings set out below: “Alipay Hangzhou” 支付宝(杭州)信息技术有限公司 (Alipay (Hangzhou) Information Technology Co. Ltd.*) a company established under the laws of the PRC with limited liability and a wholly-owned subsidiary of Ant Group “Ant Group” Ant Group Co. Ltd. (formerly known as Ant Small and Micro Financial Services Group Co. Ltd# (浙 江蚂蚁小微金融服务集团股份有限公司) and as Zhejiang Alibaba E-Commerce Co. Ltd.# (浙江阿 里巴巴电子商务有限公司)) a joint stock limited liability company incorporated in the PRC on October 19 2000 and one of our substantial shareholders “Board” the board of Directors of the Company ? 6 ?“Company” ZhongAn Online P & C Insurance Co. Ltd.* (众安 在线财产保险股份有限公司) a joint stock limited company incorporated in the PRC with limited liability and carrying on business in Hong Kong as “ZA Online Fintech P & C” whose H shares are listed on the Main Board of the Stock Exchange (stock code: 6060) “connected person(s)” has the meaning ascribed to it under the Listing Rules“continuing connected has the meaning ascribed to it under the Listingtransaction(s)” Rules “Director(s)” the director(s) of the Company“Employee Insurance collectively the Employee ComprehensiveAgreements” Benefits Insurance Agreement the Employee Medical Insurance Agreement and the Employee Optional Medical Insurance Agreement“Employee Comprehensive the employee comprehensive welfare insuranceBenefits Insurance agreement dated July 1 2024 entered into betweenAgreement” the Company and Alipay Hangzhou“Employee Medical the employee medical insurance agreement datedInsurance Agreement” July 1 2024 entered into between the Company and Alipay Hangzhou“Employee Optional the employee optional medical insuranceMedical Insurance agreement dated July 1 2024 entered into betweenAgreement” the Company and Alipay Hangzhou “Group” the Company and its subsidiaries “H Shares” the overseas listed foreign invested ordinary shares in the ordinary share capital of the Company with a nominal value of RMB1 each which are subscribed for and traded in Hong Kong dollars and a “H Share” means any one of them “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Insurtech” use of technology innovations designed to achieve savings and efficiency from the traditional insurance industry model ? 7 ?“Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as amended and supplemented from time to time) “PRC” or “China” People’s Republic of China “RMB” Renminbi the lawful currency of the PRC “Shareholder” shareholder(s) of the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited “subsidiary(ies)” has the meaning ascribed to it under the Listing Rules “substantial shareholder(s)” has the meaning ascribed to it under the Listing Rules “%” per cent By Order of the Board ZhongAn Online P & C Insurance Co. Ltd.Hai Yin Chairman Shanghai the PRC July 1 2024 As at the date of this announcement the Board comprises two executive directors namely Mr. Xing Jiang and Mr. Gaofeng Li five non-executive directors namely Mr. Yaping Ou Mr. Liangxun Shi Mr.Shuang Zhang Mr. Hugo Jin Yi Ou and Mr. Hai Yin and four independent non-executive directors namely Mr. Wei Ou Ms. Vena Wei Yan Cheng Ms. Gigi Wing Chee Chan and Mr. Stanley Chiu Fai Choi.* For identification purposes only and carrying on business in Hong Kong as “ZA Online FintechP & C” # For identification purposes only ?8?